Debt and Borrowing Arrangements | 9 Months Ended |
Sep. 30, 2013 |
Debt and Borrowing Arrangements | ' |
Debt and Borrowing Arrangements | ' |
10. Debt and Borrowing Arrangements |
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The following table summarizes the components of Debt: |
| | September 30, 2013 | | December 31, 2012 | | | |
| | | | Wt. Avg- | | | | Wt. Avg- | | | |
| | | | Interest | | | | Interest | | | |
| | Balance | | Rate(1) | | Balance | | Rate(1) | | | |
| | (In millions) | | | |
Term notes, in amortization | | $ | 930 | | 1.2 % | | $ | 424 | | 2.2 % | | | |
Term notes, in revolving period | | 1,300 | | 0.7 % | | 1,593 | | 1.0 % | | | |
Variable-funding notes | | 1,259 | | 1.7 % | | 1,415 | | 1.6 % | | | |
Other | | 18 | | 5.0 % | | 25 | | 5.1 % | | | |
Vehicle Management Asset-Backed Debt | | 3,507 | | | | 3,457 | | | | | |
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Secured Canadian credit facility | | — | | —% | | — | | —% | | | |
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Committed warehouse facilities | | 988 | | 1.9 % | | 1,875 | | 2.0 % | | | |
Uncommitted warehouse facilities | | — | | —% | | — | | —% | | | |
Servicing advance facility | | 64 | | 2.7 % | | 66 | | 2.7 % | | | |
Mortgage Asset-Backed Debt | | 1,052 | | | | 1,941 | | | | | |
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Term notes | | 803 | | 7.3 % | | 732 | | 8.5 % | | | |
Convertible notes(2) | | 446 | | 5.0 % | | 424 | | 5.0 % | | | |
Unsecured credit facilities | | — | | —% | | — | | —% | | | |
Unsecured Debt | | 1,249 | | | | 1,156 | | | | | |
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Total | | $ | 5,808 | | | | $ | 6,554 | | | | | |
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(1) Represents the weighted-average stated interest rate of outstanding debt as of the respective date, which may be different from the effective rate due to the amortization of premiums, discounts and issuance costs. Facilities are variable-rate, except for the Unsecured Term notes and Convertible notes which are fixed-rate. |
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(2) Balance is net of unamortized discounts of $54 million and $76 million as of September 30, 2013 and December 31, 2012, respectively. The effective interest rate of the Convertible notes is 13%, which includes the accretion of the discount and issuance costs. |
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Assets held as collateral for asset-backed borrowing arrangements that are not available to pay the Company’s general obligations as of September 30, 2013 consisted of: |
| | Vehicle | | Mortgage | | | | | | | |
| | Asset-Backed | | Asset-Backed | | | | | | | |
| | Debt | | Debt | | | | | | | |
| | (In millions) | | | | | | | |
Restricted cash and cash equivalents | | $ | 212 | | $ | 7 | | | | | | | |
Accounts receivable | | 43 | | 80 | | | | | | | |
Mortgage loans held for sale (unpaid principal balance) | | — | | 1,023 | | | | | | | |
Net investment in fleet leases | | 3,653 | | — | | | | | | | |
Total | | $ | 3,908 | | $ | 1,110 | | | | | | | |
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The following table provides the contractual debt maturities as of September 30, 2013: |
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| | Vehicle | | Mortgage | | | | | |
| | Asset-Backed | | Asset-Backed | | Unsecured | | | |
| | Debt(1) | | Debt | | Debt(2) | | Total | |
| | (In millions) | |
Within one year | | $ | 887 | | $ | 1,052 | | $ | 250 | | $ | 2,189 | |
Between one and two years | | 1,074 | | — | | — | | 1,074 | |
Between two and three years | | 860 | | — | | 170 | | 1,030 | |
Between three and four years | | 497 | | — | | 250 | | 747 | |
Between four and five years | | 177 | | — | | 8 | | 185 | |
Thereafter | | 12 | | — | | 625 | | 637 | |
| | $ | 3,507 | | $ | 1,052 | | $ | 1,303 | | $ | 5,862 | |
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(1) Maturities of vehicle management asset-backed notes, a portion of which are amortizing in accordance with their terms, represent estimated payments based on the expected cash inflows related to the securitized vehicle leases and related assets. |
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(2) Maturities of convertible notes have been reflected based on the contractual maturity date. Under certain circumstances prior to the contractual maturity date, the convertible notes may be converted. If this happens, the principal portion of the notes would be due in cash and the conversion premium, if any, may be settled in cash. |
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Capacity under all borrowing agreements is dependent upon maintaining compliance with, or obtaining waivers of, the terms, conditions and covenants of the respective agreements. Available capacity under asset-backed funding arrangements may be further limited by asset eligibility requirements. Available capacity under committed borrowing arrangements as of September 30, 2013 consisted of: |
| | | | Utilized | | Available | | | | |
| | Capacity | | Capacity | | Capacity | | | | |
| | (In millions) | | | | |
Vehicle Management Asset-Backed Debt: | | | | | | | | | | |
Term notes, in revolving period | | $ | 1,300 | | $ | 1,300 | | $ | — | | | | |
Variable-funding notes | | 2,092 | | 1,259 | | 833 | | | | |
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Secured Canadian credit facility | | 121 | | — | | 121 | | | | |
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Mortgage Asset-Backed Debt: | | | | | | | | | | |
Committed warehouse facilities | | 3,143 | | 988 | | 2,155 | | | | |
Servicing advance facility | | 120 | | 64 | | 56 | | | | |
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Unsecured credit facilities(1) | | 305 | | — | | 305 | | | | |
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(1) Capacity amount shown reflects the contractual maximum capacity of the facility. The available capacity of this facility is subject to the satisfaction of compliance with a borrowing base coverage ratio test. |
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Capacity for Mortgage asset-backed debt shown above excludes $2.3 billion not drawn under uncommitted facilities. See Note 15, “Fair Value Measurements,” for the measurement of the fair value of Debt. |
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VEHICLE MANAGEMENT ASSET-BACKED DEBT |
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On June 13, 2013, Chesapeake Funding LLC (“Chesapeake”) issued $700 million of Series 2013-1 Term notes. Proceeds from the notes were used to repay a portion of the Series 2010-1 notes and Series 2011-1 notes. |
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On June 26, 2013, Chesapeake extended the revolving period of the 2010-1 Variable-funding notes to July 26, 2013. |
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On July 10, 2013, Chesapeake issued Series 2013-2 and Series 2013-3 Variable-funding notes with available commitments of $780 million and $520 million, respectively. The revolving periods of the Series 2013-2 and Series 2013-3 notes end July 9, 2014 and July 10, 2015, respectively. Proceeds of the issuance were used to fully repay the existing Chesapeake Series 2010-1 and Series 2011-1 Variable-funding notes. |
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On August 15, 2013, Chesapeake fully repaid the Series 2009-2 Term notes with available cash. |
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On August 30, 2013, the Fleet Leasing Receivables Trust (“FLRT”) 2010-2 Series was amended to extend the maturity date to August 29, 2014. |
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MORTGAGE ASSET-BACKED DEBT |
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On May 22, 2013, $675 million of commitments under the variable-rate mortgage repurchase facilities with Credit Suisse First Boston Mortgage Capital LLC were extended. The expiration of the facility is based on a 364-day rolling term and may continue, at CSFB’s option, until the stated expiration of May 22, 2015. |
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On June 21, 2013, the Company extended the term of $250 million of commitments with The Royal Bank of Scotland plc to June 20, 2014, and entered into terms for $250 million of uncommitted capacity with the lender. |
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On September 24, 2013, the committed facility with Fannie Mae that provides for the early reimbursement of certain servicing advances made on behalf of Fannie Mae was extended to December 31, 2013. |
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UNSECURED DEBT |
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Term Notes |
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On August 20, 2013, the Company completed an offering of $350 million in aggregate principal amount of 6.375% Senior notes due 2021 under an existing indenture, dated January 17, 2012 with The Bank of New York Mellon Trust Company, N.A. as trustee. The Company realized net proceeds of $342 million from the issuance after deducting underwriting fees. The notes are senior unsecured and unsubordinated obligations of the Company and rank equally with all existing and future senior unsecured debt. The notes are redeemable by the Company at any time after August 15, 2017 and in accordance with the optional redemption clause in the indenture. Interest on the notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2014. The notes will mature on August 15, 2021, unless previously redeemed in accordance with their terms. |
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Proceeds from the offering were used to repay $280 million of aggregate principal of the Senior notes due 2016 and to pay the $50 million tender premium plus related fees and expenses. A pre-tax loss of $54 million was recorded in Other operating expenses in the Condensed Consolidated Statements of Operations related to the early repayment of the notes. |
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Convertible Notes |
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As of September 30, 2013, Convertible notes included: (i) $250 million of 4.0% Convertible notes with a maturity date of September 1, 2014; and (ii) $250 million of 6.0% Convertible notes with a maturity date of June 15, 2017. |
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As of September 30, 2013, the Convertible notes due 2014 do not meet the requirements for conversion and there have been no conversions of the notes since issuance. |
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Holders of the Convertible notes due 2017 may convert all or any portion of the notes, at their option, prior to December 15, 2016 only upon the occurrence of certain triggering events related to (i) the price of the notes, (ii) the price of the Company’s Common stock, or (iii) upon the occurrence of specified corporate events. Holders of the Convertible notes due 2017 may also convert all or any portion of the notes at any time, at their option from, and including, December 15, 2016 through the third scheduled trading day immediately preceding the maturity date. Upon conversion, the principal amount of the converted notes is payable in cash and the Company will pay or deliver (at its election): (i) cash; (ii) shares of the Company’s Common stock; or (iii) a combination of cash and shares of the Company’s Common stock; to settle amounts due if the conversion value exceeds the principal of the converted notes. As of September 30, 2013, the if-converted value exceeded the principal amount of the notes by $214 million, and the notes met the requirements for conversion. |
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DEBT COVENANTS |
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Certain debt arrangements require the maintenance of certain financial ratios and contain other affirmative and negative covenants, termination events, and other restrictions, including, but not limited to, covenants relating to material adverse changes, liquidity maintenance, restrictions on indebtedness of the Company and its material subsidiaries, mergers, liens, liquidations, sale and leaseback transactions, and restrictions on certain types of payments, including dividends and stock repurchases. Certain other debt arrangements, including the Fannie Mae committed facility, contain provisions that permit the Company or our counterparty to terminate the arrangement upon the occurrence of certain events. |
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There were no significant amendments to the terms of financial debt covenants, or the terms of facility termination events, during the nine months ended September 30, 2013. As of September 30, 2013, the Company was in compliance with all financial covenants related to its debt arrangements. |
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Under certain of the Company’s financing, servicing, hedging and related agreements and instruments, the lenders or trustees have the right to notify the Company if they believe it has breached a covenant under the agreements and may declare an event of default. If one or more notices of default were to be given, the Company believes it would have various periods in which to cure certain of such events of default. If the Company does not cure the events of default or obtain necessary waivers within the required time periods, the maturity of certain debt agreements could be accelerated and the ability to incur additional indebtedness could be restricted. In addition, an event of default or acceleration under certain agreements and instruments would trigger cross-default provisions under certain of the Company’s other agreements and instruments. |
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